REGISTRATION RIGHTS AGREEMENT Dated as of February 16, 2011 Among BLUE MERGER SUB INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MORGAN STANLEY & CO. INCORPORATED BARCLAYS CAPITAL INC. J.P. MORGAN SECURITIES LLC KKR CAPITAL MARKETS LLC...Registration Rights Agreement • March 10th, 2011 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 16, 2011, by and among Blue Merger Sub Inc., a Delaware corporation (“Merger Sub”), on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Morgan Stanley & Co. Incorporated (“Morgan Stanley”), Barclays Capital Inc., J.P. Morgan Securities LLC, KKR Capital Markets LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Mizuho Securities USA Inc. (the “Initial Purchasers”), on the other hand. Upon consummation of the Acquisition (as defined in the Purchase Agreement (as defined below)) of Del Monte Foods Company, a Delaware corporation (“DMFC”), by Merger Sub, DMFC and Del Monte Corporation (“DMC”) will execute and deliver a Joinder Agreement hereto substantially in the form attached as Exhibit A hereto (the “Joinder Agreement”) and shall thereby join this Agreement.
CREDIT AGREEMENT Dated as of March 8, 2011 among DEL MONTE FOODS COMPANY as the Borrower, BLUE ACQUISITION GROUP, INC. as Holdings, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral...Credit Agreement • March 10th, 2011 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance therewith, the “Acquisition Agreement”), dated as of November 24, 2010, by and among the Company, Holdings and Merger Sub, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned Subsidiary of Holdings;
SECURITY AGREEMENTSecurity Agreement • March 10th, 2011 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
THIS SECURITY AGREEMENT dated as of March 8, 2011, among Del Monte Foods Company, a Delaware corporation (the “Company”), Blue Acquisition Group, Inc. (“Holdings”), each of the Subsidiaries of the Company listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings and the Company are referred to collectively as the “Grantors”), and Bank of America, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 10th, 2011 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
This INDEMNIFICATION AGREEMENT, dated as of March 8, 2011 (the “Agreement”), is among Blue Holdings I, L.P., a Delaware limited partnership (“Blue LP”), Blue Holdings GP, LLC, a Delaware limited liability company (“Blue GP”), Blue Acquisition Group, Inc., a Delaware corporation (“Parent”), Del Monte Foods Company, a Delaware corporation and wholly-owned subsidiary of Parent (the “Company” and, together with Blue LP, Blue GP and Parent, the “Company Entities”), and Kohlberg Kravis Roberts & Co. L.P., Vestar Managers V Ltd., Centerview Partners Management LLC and AlpInvest Partners Inc. (collectively, the “Managers” and each, a “Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
PLEDGE AGREEMENTPledge Agreement • March 10th, 2011 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
PLEDGE AGREEMENT dated as of March 8, 2011 among Del Monte Foods Company, a Delaware corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages hereto or that becomes a party hereto pursuant to Section 29 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”), Blue Acquisition Group, Inc., a Delaware corporation (“Holdings”; Holdings, the Subsidiary Pledgors and the Company are referred to collectively as the “Pledgors”) and Bank of America, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
GUARANTEEGuarantee • March 10th, 2011 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
THIS GUARANTEE dated as of March 8, 2011, by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the “Guarantors” and individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties.
EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2011 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • California
This Employment Agreement (the “Agreement”) is entered into as of March 8, 2011, by and between DEL MONTE CORPORATION, a Delaware corporation, with its principal place of business in San Francisco, California (the “Corporation”) and LARRY E. BODNER, an individual residing in the State of California (“Executive”).
SECURITY AGREEMENTSecurity Agreement • March 10th, 2011 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
THIS SECURITY AGREEMENT dated as of March 8, 2011, among Del Monte Foods Company, a Delaware corporation (the “Company”), Blue Acquisition Group, Inc. (“Holdings”), each of the Subsidiaries of the Company listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings and the Company are referred to collectively as the “Grantors”), and JPMorgan Chase Bank, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
SECOND SUPPLEMENTAL INDENTURE dated as of March 8, 2011 with respect to the: INDENTURE Dated as of October 1, 2009 among DEL MONTE CORPORATION, as Issuer THE GUARANTOR PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.Second Supplemental Indenture • March 10th, 2011 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of March 8, 2011, to the Indenture dated as of October 1, 2009 (as amended and supplemented to the date hereof, the “Indenture”), by and among Del Monte Corporation, a Delaware corporation (the “Company”), the Guarantor party hereto (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) for the Company’s 7 1/2% Senior Subordinated Notes due 2019 (the “Notes”).
BLUE MERGER SUB INC. PURCHASE AGREEMENTPurchase Agreement • March 10th, 2011 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
Blue Merger Sub Inc., a Delaware corporation (“Merger Sub”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you, as the initial purchasers (the “Initial Purchasers”), $1,300,000,000 in aggregate principal amount of its 7.625% Senior Notes due 2019 (the “Notes”). Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”), have agreed to act as the representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Notes.
Blue Acquisition Group, Inc. c/o Kohlberg Kravis Roberts & Co. L.P.Letter Agreement • March 10th, 2011 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
This letter (the “Letter Agreement”) is to confirm our understanding regarding certain rights we have agreed to provide you in connection with the consummation of the transactions contemplated under the certain Agreement and Plan of Merger, dated as of November 24, 2010, among Blue Acquisition Group, Inc. (“Parent”), Blue Merger Sub Inc. and Del Monte Foods Company (the “Company”) (as it may be amended or modified, the “Merger Agreement”). For purposes of this Letter Agreement, reference is made herein to that certain Management Stockholder’s Agreement among Parent, Blue Holdings, I, L.P. and you, dated as of February 16, 2011 (the “MSA”), and all capitalized terms used but not otherwise defined in this Letter Agreement shall have the meaning ascribed to them in the MSA.
CREDIT AGREEMENT Dated as of March 8, 2011 among DEL MONTE FOODS COMPANY and the other Borrowers referenced herein as the Borrowers, BLUE ACQUISITION GROUP, INC., as Holdings, The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA,...Credit Agreement • March 10th, 2011 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance therewith, the “Acquisition Agreement”), dated as of November 24, 2010, by and among the Company, Holdings and Merger Sub, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned Subsidiary of Holdings;
FIRST SUPPLEMENTAL INDENTURE dated as of February 1, 2011 with respect to the: INDENTURE Dated as of October 1, 2009 among DEL MONTE CORPORATION, as Issuer THE GUARANTOR PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.First Supplemental Indenture • March 10th, 2011 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of February 1, 2011, to the Indenture dated as of October 1, 2009 (as amended and supplemented to the date hereof, the “Indenture”), by and among Del Monte Corporation, a Delaware corporation (the “Company”), the Guarantor party hereto (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) for the Company’s 7 1/2 % Senior Subordinated Notes due 2019 (the “Notes”).
